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owner of Bean Sprouts Marks and that City shall obtain no right, title or interest in or to any of Bean Sprouts Marks through this Agreement or through Bean Sprouts' use of Bean Sprouts Marks in carrying out its obligations hereunder. City further acknowledges and agrees that Bean Sprouts will conduct its operations hereunder using Bean Sprouts Marks in its sole discretion. b. City's Intellectual Property. City is the owner of the rights to certain trademarks, service marks and logotypes, used in the operation of its businesses (which, together with any future marks developed by or for the use of City are collectively referred to herein as the "City Marks"). Bean Sprouts hereby acknowledges and agrees that City is the sole and exclusive owner of the City Marks and that Bean Sprouts shall obtain no right, title or interest in or to any of the City Marks through this Agreement or through City's use of the City Marks in carrying out its obligations hereunder. 22. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Bean Sprouts, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Bean Sprouts. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Bean Sprouts or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 23. ASSIGNMENT AND SUBLETTING a. Inasmuch as this Agreement is intended to secure the specialized services of Bean Sprouts, Bean Sprouts may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. b. Bean Sprouts has no right to sublet the Premises. 24. TERMINATION a. By CitX: If Bean Sprouts breaches any of the provisions of this Agreement, City shall provide written notice thereof to Bean Sprouts, and shall thereafter afford Bean Sprouts thirty (30) days in which to cure any such breach. If Bean Sprouts fails to cure such breach during such cure period, this Agreement will terminate Page 16 of 19 #19793v7